The following terms and conditions (the “Terms”) apply to all services provided by Elster Intelligence GmbH (seat in Berlin, registered with the commercial register of the Local Court (Amtsgericht) Berlin-Charlottenburg as HRB 230582 B) (“Daito” or “we/us”) to you.
The Daito services are not consumer-oriented but intended for use in a business environment only. In case that you are a consumer, please notify us explicitly before registering for our services.
In case you or your company are using contradicting terms and conditions, their applicability is explicitly excluded, and these Terms shall prevail.
By signing up on our website and/or registering in our app you are entering into a subscription agreement with us for the provision of our services, which is subject to the Terms.
When registering with us you have to provide complete and accurate information as required by us, in particular, but not limited to, your and/or your company’s identity, address, phone number, email address, VAT identification number and valid payment details. You are required to update the information provided to us without undue delay in case of any change.
The Daito Authenticator Service means a web-based two-factor authentication software as a service. Daito grants to you a personal, limited, non-exclusive and non-transferable right to access and use the Daito Authenticator Service in accordance with the Terms and any applicable laws, rules and regulations. The right is valid only during the term of your subscription.
Daito may from time to time, at its sole discretion, make and implement upgrade releases to the Daito Authenticator Service, i.e. improved releases of the Daito Authenticator Service which include routine corrections of known deficiencies and errors and are generally made available to clients of Daito. Unless Daito, acting reasonably, deems it unnecessary, each Upgrade Release shall be accompanied by documentation informing you of the problems resolved, and/or the feature enhancements, as applicable, including any significant operational differences resulting from the release which are known to Daito. Daito shall have right to decide on when and whether to implement an upgrade release.
Additional Software Releases
Additional software releases, i.e. new software releases that are not upgrade releases, may be developed and released by Daito at its sole discretion. Unless otherwise explicitly agreed in relation to a specific additional software release, the additional software releases are not deemed to be included in the Daito Authenticator Service and are not thus covered by your subscription.
Monitoring of Service
Daito is responsible for monitoring that the Daito Authenticator Service is operational and accessible and when that is not the case, for informing you on the failure without undue delay.
Daito is responsible for acquiring, installing, configuring, and maintaining any and all software files, configuration files, and other files that need to be deployed at server(s) running Daito application and database servers, and (b) any and all hardware equipment that is required to operate Daito application and database servers. For avoidance of doubt, these server components include both software provided by Daito as well as software provided by third parties. Daito may make changes to the server components at any time without notice.
To access the Daito Authenticator Service, you are responsible for acquiring, installing, configuring, and maintaining, all customer components, i.e. (a) any and all software files, configuration files, and other files that need to be deployed at users’ personal computers or mobile devices, (b) any other software components or configuration changes that need to be delivered within your firewall, and (c) all hardware equipment that is required within your firewall to operate the Daito Authenticator Service.
Information and Data Security
Fees and Payment TermsFees
We will display the costs and features to you prior to you signing up to any of our paid services. Monthly subscription fees will be invoiced monthly in advance.Taxes
All fees and prices stated are exclusive of any applicable VAT, withholding tax, and other similar taxes. VAT, withholding tax, and other similar taxes shall be added to Daito’s invoice and you shall be responsible for payment of any taxes levied on the use or delivery of our services.Payment Terms
All invoices are to be paid within 14 days from the invoice date. If you are in default, you are liable for statutory default interest, currently amounting to 9 percentage points above the ECB base rate. We reserve the right to claim additional damages for payment default.Payment Method
When subscribing for paid services, we ask you to provide a valid payment method. You need to ensure that the payment method stays valid during the term of the service. The current payment method can be changed by contacting email@example.com. You will have to bear any chargeback fees that result from a failure to provide or keep a valid payment method.Acceptance of Invoices
You may object to our invoices for a period of two months in text form (email). If you do not raise any objection in time the respective invoice will be deemed to be accepted by you. We will specifically notify you about this consequence in our invoice.Disabling of Services
In case you do not pay our invoices in time, we may - after an unsuccessful reminder - disable your account temporarily or exclude you from using certain features of our services until we receive the open amounts. For the time of such deactivation or limitation of service you are still liable for paying our fees.
Intellectual Property RightsGeneral
The title and all intellectual property rights in and to the Daito Authenticator Service, our proprietary data, any related materials, and any modifications thereof or upgrade thereto, shall at all times exclusively belong to and be retained by us and/or our licensors.Your Data
You retain title and all intellectual property rights in your data. You grant us a non-exclusive, worldwide, royalty-free right to use, copy, modify and otherwise exploit your data for the purposes of providing the Daito Authenticator Service to you. We may use anonymized data for benchmarking, internal analytics and to improve our services unless you explicitly opt-out to such usage by sending an email to firstname.lastname@example.org.Illegal Data or Content
Where there is substantiated evidence that your data or content is illegal or being used in illicit activities, we reserve the right to block access to such data. Such conclusive evidence exists inter alia when there is a government investigation, criminal investigation or an injunctive measure against you relating to your use of our service.Retention of Your Data
In case of termination of your subscription, we retain your account and content for a period of three months. You should export the data and content before the end of your subscription. We may charge a fee in case you need to export your data after the subscription has ended. We will delete the account and content (a) when you explicitly ask us to do so (b) where the content is evidently illegal or (c) after three months after the termination being effective.
Term and TerminationTerm When you sign up to one of our products, you agree to the fixed term of the relevant service stated in the service description displayed in the payment process. In case we do not state a specific term in our signup process, the standard fixed term for our services is one month starting at the day of the signup. The fixed term of the service shall automatically renew for successive renewal periods of the same length unless terminated in accordance with section 6.2. Termination The subscription can be terminated at any time to the end of the agreed fixed term or – during a renewal period – to the end of a calendar month by sending a termination notice [in text form] to [•]. The right to termination the agreement for good cause remains unaffected. If we terminated your account, you are not allowed to sign up again without our explicit prior written consent.
Limitation of Liability, No Warranty
You accept that except as otherwise expressly agrees, the Daito Authentication Service and any other products and services provided by Daito under the Terms are provided on an “as is” and “as available” basis. Except as otherwise expressly agreed, Daito makes no warranties, express or implied, and expressly disclaims any implied or express warranties and conditions of non-infringement, correctness, availability, merchantability, and fitness for particular purpose.
Daito is fully liable for malice and gross negligence. Daito is fully liable for slight negligence in case of damage to life, body and health.
Daito shall also be liable for slight negligence in case of violations of a substantial contractual commitment (cardinal duty) whose fulfilment itself enables the correct implementation of the service and in whose adherence you can trust. In these cases, Daito’s liability is limited to damages which are foreseeable and typical.
Daito is only liable for loss of data according to the paragraphs above if such a loss was not avoidable through appropriate data security measures on your part. This limitation of liability shall not apply insofar as Daito has taken over the responsibility for the data back-up.
Daito is not liable for Force Majeure Events, which make the service covered by the subscription impossible or fundamentally hinder, or temporarily impede, the correct implementation of the service. “Force Majeure Events” shall mean all events and circumstances that are beyond the will and influence of the parties, such as war and other military conflicts, natural disasters or other serious and/or unforeseeable circumstances of no fault of the contractual parties.
Daito shall not be liable for errors in the transmission of data which are caused outside of Daito’s sphere of responsibility or control. This shall in particular apply for errors in the compilation of data and erroneous configurations by you.
Daito’s liability on the basis of the Product Liability Law (Produkthaftungsgesetz) remains unaffected.
Otherwise, Daito’s liability shall be excluded.
Each party shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than those set forth in the Terms and only to the extent necessitated by the Terms and the subscription and shall have the right to disclose the said material and information to its employees, subcontractors and/or advisors only on a need-to-know basis provided, however, that they are obligated to keep the material and information in confidence and may not use them for any other purpose than the purpose of the Terms and the subscription. Our data and information derived from the services constitutes our valuable trade secret and shall be treated confidential. The confidentiality obligation shall, however, not be applied to material and information (i) which is generally available or otherwise public, (ii) which the party has received from a third party without any obligation of confidentiality, (iii) which was in the possession of the receiving party prior to receipt of the same from the other party without any obligation of confidentiality related thereto, (iv) which a party has developed independently without using material or information received from the other party, and/or (v) which a party shall disclose pursuant to a law, decree or other order issued by the authorities or a judicial order.Change of Terms
We may change these Terms & Conditions provided that the change does not have any impact on the contractual content that is material for the provision of our services and their equivalent price. We will inform you about such changes in text form, inter alia via email to the address provided by you. If you do not expressly disagree in writing within four weeks after receipt of the change notice, the change will be deemed to be effective and from this point in time, the changed version of the Terms will govern your use of our service. We will inform you about this consequence in our notification.
Each paragraph and provision of these Terms is severable, and if one or more paragraphs, provisions or sections are declared invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances. The parties undertake to negotiate in good faith for the replacement of such provision with a valid and enforceable provision. The failure of the parties to reach an agreement on a replacing provision shall not affect the validity of the remaining part of these Terms.Reference
We are a young company and need your help to tell the world about our product. Therefore, we will occasionally use your company name and logo as a reference on our website, in company presentations or other forms of communication. You may object to this use by notifying us via email to email@example.com.Applicable Law
The contractual relationship for all our services is governed by the laws of Germany without reference to the United Nations International Convention on the Sale of Goods.Venue
Any dispute is subject to the exclusive jurisdiction of the German courts. In case (i) your habitual residence is outside of Germany, (ii) you are a merchant (Kaufmann) or (iii) an entity established under German public law (öffentlich-rechtliches Sondervermögen), the courts of Berlin shall have exclusive jurisdiction over any dispute.